8-KLeadership ChangesRegulation FDExhibits & Filings

MOODYS CORP /DE/ 8-K Report, Executive Changes (Jul 16, 2025)

Filed July 16, 2025For Securities:MCO

Summary

Moody's Corporation (MCO) has announced a key change to its Board of Directors with the appointment of Mr. Sumit Dhawan, effective July 16, 2025. Mr. Dhawan, a seasoned executive with experience as CEO of Proofpoint and President of VMware, brings a wealth of technology and cybersecurity expertise to the board. His appointment necessitated an increase in the board's size from nine to ten directors. In addition to joining the board, Mr. Dhawan has been appointed to the Governance & Nominating and Compensation & Human Resources Committees. This strategic addition aims to leverage his extensive background in technology leadership to inform the company's governance and executive compensation strategies. Investors can view this as a move to enhance board capabilities in areas critical to a data and analytics firm in the digital age. The company has also outlined Mr. Dhawan's compensation, which includes an annual cash retainer and restricted stock units.

Key Highlights

  • 1Sumit Dhawan appointed to Moody's Board of Directors, effective July 16, 2025.
  • 2Board size increased from nine to ten directors to accommodate the new appointment.
  • 3Mr. Dhawan brings significant technology leadership experience, including CEO of Proofpoint and President of VMware.
  • 4He has been appointed to the Governance & Nominating and Compensation & Human Resources Committees.
  • 5Mr. Dhawan's compensation includes an annual cash retainer of $120,000.
  • 6He will receive an annual restricted stock unit award valued at $220,000, vesting after one year.
  • 7The appointment was not made pursuant to any arrangements with other parties, and there are no reported related party transactions.

Frequently Asked Questions

Sumit Dhawan is a 50-year-old executive with extensive experience in the technology sector. He is currently the CEO of Proofpoint, Inc. and previously served as President and Chief Customer Experience Officer at VMware, Inc. He also held senior executive roles at VMware and Citrix, and was CEO of Instart.

The board size was increased from nine to ten directors to accommodate the appointment of the new director, Mr. Sumit Dhawan.

Mr. Dhawan has been elected to serve on the Board's Governance & Nominating Committee and the Compensation & Human Resources Committee.

Mr. Dhawan will receive an annual cash retainer of $120,000, paid quarterly. He will also receive an annual restricted stock unit award valued at $220,000, based on the stock's fair market value on the grant date, which vests one year after the grant date.